Mandalay Resources Corporation (MND) Earnings Call Transcript & Summary

Greetings, and welcome to the Mandalay Resources Annual General and Special Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Dominic Duffy -- I'm sorry, Dominic Duffy, President, CEO and Director of Mandalay Resources Corporation. Thank you. You may begin.

Good morning, ladies and gentlemen. It is now after 9:00 a.m., and I ask that the meeting come to order. My name is Dominic Duffy, President, Chief Executive Officer and Director of the Board of Mandalay Resources Corporation, and I will act as Chair of this meeting. On behalf of the Board of Directors and management of Mandalay, welcome, and thank you for taking the time to attend our Annual Meeting of Shareholders. To follow provincial COVID-19 guidelines, prohibiting group gatherings and to mitigate the health and safety risk of our shareholders, employees and directors, we only have Ms. Amy Freedman , Director; and Ms. Jasmine Virk, Corporate Secretary of the company attending the meeting in person. For those of you who are listening via teleconference, thank you for your interest and understanding. We are very much looking forward to seeing you in person at next year's AGM. We will now proceed with the formal items on the agenda. I'd like to remind you that information provided at this meeting may include forward-looking information and forward-looking statements. All of the forward-looking information and statements that I will be providing at this meeting, which includes all information other than statements of current and historical facts, is qualified by the cautionary statement that can be found in Mandalay's management discussion and analysis for the quarter ended March 31, 2020. A copy of which is available on SEDAR at www.sedar.com. I will now call the meeting to order. With the consent of those in attendance, I will ask Jasmine Virk to act as Secretary of the meeting and Amy Kam and [ Jamie Buggy ] of Computershare Investor Services, Inc. to act as Scrutineers who are joining us via conference call. Regrettably, only shareholders or proxy holders who are present in person may participate in the meeting. The corporation and notice of access delivery to furnish proxy materials of shareholders via the Internet this year. A notice and access notification containing instructions on how to access the corporation's proxy materials for the financial -- for the fiscal year ended December 31, 2019, was mailed to all shareholders of Mandalay Resources Corporation. Proof of services of these documents has been presented to me by the secretary of the meeting. I direct that the proof of service be annexed to the minutes of the meeting. The Scrutineer has provided me with a report on attendance, and I confirm that the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I direct that the scrutineer's report on attendance be annexed to the minutes of the meeting. I have been advised by the scrutineer that there are sufficient votes to pass the resolutions to be voted upon today. Unless a ballot is demanded, I propose to conduct voting on the resolutions by show of hands. In order to make the best use of our time, Amy Freedman has been asked to move and Jasmine Virk to second the resolutions, which we will consider at today's meeting. I will call on them at appropriate time. The first item of business is a presentation of audited financial statements of Mandalay's for the year-end December 31, 2019. Together with the report of the auditors on these financial statements, both of which have been filed on SEDAR. I now place before the meeting the audited financial statements of Mandalay for the year ended December 31, 2019, and the auditor's report thereon. I direct that the financial statements and auditors report be annexed to the minutes of the meeting. I now propose to proceed to fix the Board of Directors of Mandalay at 7 members and to elect Directors of Mandalay. I now declare the meeting open for nominations.

I nominate Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Peter Jones, Rob Doyle and Terry Ackerman for election as directors of Mandalay to serve as directors under the close of Mandalay's next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you. All companies listed on the Toronto Stock Exchange are required to elect directors individually. Consistent with this requirement, shareholders have been provided with the opportunity to vote for each nominee or withhold their vote on an individual basis. In addition, the Board of Directors has adopted what is commonly referred to as a majority voting policy. Under that policy, a director is required to tender his or her resignation, if he or she receives more withheld votes and then votes cast for his or her election. Based on the proxies received for the election of directors, each of the nominees has received proxies for his or her election representing more than the requisite majority of the votes cast. In light of this, I propose that we proceed with a single motion to elect the nominees and vote on the matter by show of hands. I will now ask Amy Freedman to move and Jasmine Virk to second the resolution fixing the Board of Directors of Mandalay at 7 members and electing Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Peter Jones, Robert Doyle and Terry Ackerman as directors of Mandalay to serve as directors until the close of Mandalay's next Annual Meeting of Shareholders or until their successors are elected and appointed.

I shall move.

I second the motion.

Thank you. I will now put the resolution to the meeting. All those in favor, please so signify by raising your hands. Withhold? [Voting]

Thank you. I declare the Board of Directors of Mandalay have been fixed, and 7 members and Abraham Jonker, Amy Freedman, Bradford Mills, Dominic Duffy, Peter Jones, Robert Doyle and Terry Ackerman have been elected as directors of Mandalay to hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected and appointed. The next item of business is the appointment of remuneration of auditors for the current year. It is proposed that Mandalay's current auditors, Ernst & Young LLP, be reappointed as auditors of Mandalay. I will ask Amy Freedman to move and Jasmine Virk to second a resolution appointing Ernst & Young as auditors of Mandalay to hold office until the next Annual Meeting of Shareholders or until their successors are appointed and approved -- and approving that the auditors' remuneration be fixed by the directors of Mandalay.

I shall move.

I second the motion.

Thank you. I will now put the resolution of the meeting -- to the meeting. All those in favor, please so signify by raising your hands. Withhold? [Voting]

Thank you. I declare Ernst & Young LLP to have been appointed as auditors of Mandalay to hold office until the next Annual Meeting of Shareholders or until their successors are appointed and that the auditors' remuneration be fixed by the directors of Mandalay. The next item of business to be carried out is the items described in the management information circular on Pages 18 to 23, under the heading Omnibus Equity Incentive Plan. I will now ask Amy Freedman to move and Jasmine Virk to second the motion for the approval of the resolution.

I move that the resolution set forth at Page 19 of the management information circular approving the adoption of an Omnibus Equity Incentive Plan of the corporation be passed.

Mr. Chairman, I second the motion.

Thank you. I will now put the resolution to the meeting. All those in favor, please so signify by raising your hands. Withhold? [Voting]

Thank you. I declare the resolution to ratify the adoption of an Omnibus Equity Incentive Plan of the corporation as passed. Ladies and gentlemen, that concludes the formal business of the meeting. I will now ask Amy Freedman to move and Jasmine Virk to second the motion to end this meeting.

I shall move.

I second the motion.

Thank you. All those in favor, please so signify by raising your hands. Against? [Voting]

Thank you. I declare the motion carried, and the meeting is hereby terminated.

Thank you.

Thank you.